Vast Resources plc Documentation Signed For Us$15,000,000 (US$13,500,000 net) Facility
24 Ottobre 2019 - 09:00AM
UK Regulatory
TIDMVAST
Vast Resources plc / Ticker: VAST / Index: AIM / Sector: Mining
24 October 2019
Vast Resources plc
("Vast" or the "Company")
Documentation signed for US$15,000,000 (US$13,500,000 net) facility
Vast Resources plc, the AIM-listed mining company, is pleased to
announce that the Company has signed a binding conditional Bond Issue
Deed (the "Deed") for a facility of up to US$15,000,000 through an
issuance of secured convertible bonds (the " Bonds") to a UK based fund,
Atlas Capital Markets Limited ("Atlas"). The Deed is subject to
customary conditions plus further specific conditions as detailed below.
Further information on Atlas is disclosed at the end of the
announcement.
Vast has been advised on the terms of the Bonds by Carlingford, a
division of GFI Group.
The Directors believe the facility with Atlas offers full funding to
reach production at the Company's Baita Plai Polymetallic Mine in
Romania ("Baita Plai") and at the Chiadzwa Community Diamond concession
in Zimbabwe (the "Diamond Concession"), and subsequently to generate
positive cash flow for the Company. This facility does not affect the
Company's continuing process with the Swiss Bank or other funders, and
the Company's intention is to continue its efforts in securing a
long-term financing facility for Baita Plai and its other Romanian
assets.
Details of the Bonds:
-- The Bonds are issued at 90 per cent of their par value, bear a coupon of
five per cent per annum and have a maturity date of two years from the
date of each issuance providing net proceeds to Vast of up to $13.5
million.
-- The proceeds will be used for bringing Baita Plai and the Diamond
Concession into production, and also US$1 million in repayment to
Mercuria under an intercreditor agreement and up to US$1 million in
repayment of Sub-Sahara Goldia Investments.
-- The Bonds will be issued in four tranches in accordance with cashflow
requirements and subject to specific conditions precedent including and
not limited to the Company holding a General Meeting to grant authority
for the issue of sufficient share capital for securing the facility.
-- The amount of each tranche is as follows:
Tranche Par amount
------- ---------------------
First US$7,101,947 in Bonds
Second US$4,467,354 in Bonds
Third US$2,061,856 in Bonds
Fourth US$1,368,843 in Bonds
-- As stated the Deed is subject to certain specific conditions which
include shareholder approval; the execution of an intercreditor and
standstill agreement with Mercuria; completion of due diligence relative
to each tranche; and over time completion of formalities on the Diamond
Concession following grant of mining licence; and thereafter specific
practical milestones on the development of the Diamond Concession up to
cold commissioning of the plant.
-- Subject to the Company fulfilling its obligations under the Deed, the
Deed has been structured to give the Company the ability to repay the
facility in cash with no conversion, on account of ongoing refinancing
discussions with the Swiss Bank and others. The Bonds have a
non-conversion period of six calendar months from the First Issuance Date
or, if Atlas so elects (the "Election"), 12 calendar months from the
Second Issuance Date (as explained below). In the event that the
Election is not made the Company may, during the non-conversion period,
prepay the Bonds together with accrued unpaid interest at their par value
or, if greater, at a premium reflecting the excess of the share price at
the time of prepayment over 0.24p.
-- At any time prior to the Second Issuance Date, Atlas may elect in respect
of the Bonds to be issued on the Second, Third and Fourth Issuance Dates
(the "Zimbabwe Bonds") that the non-conversion period in respect of the
Zimbabwe Bonds be extended to 12 months from the Second issuance Date.
Atlas has already given the Company their intent to make the Election.
Once the Election is made the Zimbabwe Bonds will be repayable at a price
equal to 200 per cent of the principal amount of the Bonds so redeemed
together with any accrued and unpaid interest (the "Premium Amount") at
any time up to the anniversary of the Second Issuance Date. If the
Zimbabwe Bonds are not repaid at the Premium Amount by the anniversary of
the Second Issuance Date then Atlas may thereafter exercise the
conversion rights in respect of the Zimbabwe Bonds. Further in the event
of the Election, provided the Company's targets are met the Company will
be able to avoid shareholder dilution by electing to settle the Premium
Amount from cashflow projected to be generated from the Diamond
Concession.
-- If a conversion right as explained below is exercised the Company can
elect to cash settle the conversion notice with the result that no
additional Ordinary Shares would be required to be issued.
In the event the Company does not cash settle when a conversion right is
exercised, the Bonds which are eligible for conversion, together with
any accrued but unpaid interest, shall be convertible at their par value
into free trading ordinary shares of the Company ("Ordinary Shares") at
a fixed price of 0.24p/share (a 20 per cent premium to the share price
at which the most recent equity raise was carried out) or at a price per
Ordinary Share equal to 90 per cent of the Volume Weighted Average Price
of the Ordinary Shares on each of the previous 20 trading days. If the
Election is not made, Atlas is restricted, subject to certain conditions,
in exercising its conversion rights following the end of the
non-conversion period to the exercise of up to a maximum of 10 per cent
of the nominal value of the Bonds outstanding at the end of the
non-conversion period in each month.
-- The Bonds shall be senior secured and shall rank pari passu with all
other senior obligations of the Company. Atlas will have security over
Baita Plai and the shares of the Company's subsidiary holding the Diamond
Concession.
-- Attached to the Bonds are warrants ("Warrants") giving the warrant
holder the right to purchase in aggregate US$3,750,000 worth of Ordinary
Shares at a fixed price of 0.26p per share (a 30 per cent premium to the
share price at which the most recent equity raise was carried out). The
Warrants will be issued on each Issuance Date and will be issued pro rata
to each Bond issuance. The rights to exercise each Warrant will expire
on the third anniversary of each relevant Issuance Date.
Andrew Prelea, CEO of Vast Resources PLC, commented:
"The Bonds provide the required capital to enable the Company to bring
its two core assets, Baita Plai in Romania and the Diamond Concession in
Zimbabwe, into production. The agreed non conversion period, the early
redemption and cash settlement options give us flexibility and enable us
to limit dilution.
"The Atlas facility will accelerate the start of production at Baita
Plai while we continue to work on the establishment of a long term
finance facility for Baita Plai and other assets in Romania, whether
with the Swiss bank or otherwise.
"We are pleased to have established a new relationship with Atlas
Capital Markets and look forward to working together."
**S**
For further information, visit www.vastplc.com or please contact:
Vast Resources plc www.vastplc.com
Andrew Prelea (Chief Executive +44 (0) 1491 615 232
Officer)
Andrew Hall
Beaumont Cornish - Financial & www.beaumontcornish.com
Nominated Adviser +44 (0) 020 7628 3396
Roland Cornish
James Biddle
SP Angel Corporate Finance LLP www.spangel.co.uk
-- Broker +44 (0) 20 3470 0470
Richard Morrison
Caroline Rowe
Blytheweigh www.blytheweigh.com
Tim Blythe +44 (0) 20 7138 3204
Megan Ray
The information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the Market
Abuse Regulations (EU) No. 596/2014 ("MAR").
ABOUT VAST RESOURCES PLC
Vast Resources plc, is an AIM listed mining company with mines in
Romania and Zimbabwe focused on the rapid advancement of high quality
brownfield projects by recommencing production at previously producing
mines in Romania and commencement of the joint venture mining agreement
on the Community Concession Block of the Chiadzwa Diamond Fields in
Zimbabwe.
The Company's portfolio includes an 80 per cent interest in the Baita
Plai Polymetallic Mine in Romania, where work is currently underway
towards developing and recommissioning the mine on completion of funding
and the commencement of the of the Community Concession Block in
Chiadzwa, Zimbabwe
Vast Resources owns the Manaila Polymetallic Mine in Romania, which was
commissioned in 2015, currently on care and maintenance, and is focused
on its expansion through the development of a second open pit operation
and new metallurgical complex at the Carlibaba Extension Area.
ABOUT ATLAS CAPITAL MARKETS LIMITED
https://www.globenewswire.com/Tracker?data=SmKtlNEQjwK5HTt3f59l9YOKeYYN6GnT1sHD1H6zFqloh65FiV_lZg4gkU_fvpm-snms6Yv0tfD_mueVBXcI9RvomMSZgxRF5j9It5irJ8DwP-3p_g2bbm3Kfpd58KhX
Atlas Capital Markets Limited is based in London and has a joint venture
company, Atlas special opportunities LLC, with
https://www.globenewswire.com/Tracker?data=SUJ9C9rbv-46ILK4m1TkAI09Y_h83r3aJ7HmJ7Q8Tw7AATDYkbn-40Fg8825qoAnGWRjjV9JSL6FrV61yg0nN0RDlFrj9XGoUIv-KTU79p0=
Arena Investors LP, an investment fund based in New York.
Arena is managed by a team of experienced professionals that has
originated, structured and managed over $10bn in special situation
financing and asset-orientated investments globally.
Founded by Mustapha Raddi in 2012 and co-managed with Charles Ofori, ACM
takes pride in the relationship fostered with each portfolio company and
the added value we bring in expertise and strategic introductions in
addition to our invested capital. ACM's management has over a decade of
experience and has executed numerous deals across Europe successfully.
Attachment
-- Documentation signed for US$15,000,000 (US$13,500,000 net) facility
https://ml-eu.globenewswire.com/Resource/Download/2854cc1e-422b-4129-a498-bd2b0ec0934f
(END) Dow Jones Newswires
October 24, 2019 03:00 ET (07:00 GMT)
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